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STEINBERG SELLS STAKE TO DISNEY

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Paying what analysts consider a lofty price, and substantially weakening its balance sheet at the same time, Walt Disney Productions today bought back Saul P. Steinberg's stake in the entertainment company for $325.5 million in cash.

A report with sketchy details of the deal moved on the Reuters financial news wire more than two hours before Disney's official announcement, sparking a huge selloff in Disney shares prior to the company's announcement at 5:23 P.M. Eastern Daylight Time. The stock closed with a loss of $10.87 1/2, at $54.25, in less than an hour of trading on the New York Stock Exchange.

Disney agreed to pay $297.5 million for Mr. Steinberg's 4.2 million shares, plus $28 million to reimburse Mr. Steinberg for ''expenses.'' The combined total amounted to $77.50 a share. Mr. Steinberg paid $265.6 million, or $63.25 a share, for his stake.

''A lot of people have been speculating all along that this is what Steinberg was in it for,'' said Ronald Rotter, an analyst with Bateman Eichler, Hill Richards, a Los Angeles brokerage firm. ''It was a great poker game.''

Lee Isgur, an analyst with Paine Webber Inc., said it was hard to gauge the financial damage accepted by Disney's directors to buy peace with Mr. Steinberg. ''They just folded,'' he said of the Disney board.

Disney, which had less than $10 million in cash at the end of March, borrowed the entire $325.5 million - through a $1.3 billion line of bank credit arranged in late March - to purchase the Steinberg holding. This, coupled with the addition of $190 million in debt added through its purchase last week of the Arvida Corporation, increased Disney's total debt to $866 million. That is 67 percent of its total equity, compared with a much more conservaive 25 percent prior to Mr. Steinberg's assault.

As a result, Disney has made itself much less attractive to any other potential raiders, according to Mr. Isgur, but it also has created new constraints that will make it more difficult for Disney to develop its real estate and increase its movie production. ''You'll never know if they gave away too much,'' he said. ''To fight it another way may have cost just as much. But Disney is not the plum it used to be.''

Disney last week agreed to acquire Gibson Greetings Inc. for up to $337.5 million in stock, but Mr. Isgur said a source at Disney remarked today that the acquisition would be reconsidered in the wake of the agreement with Mr. Steinberg. The decision by Disney executives to end the siege by Mr. Steinberg, carried out through his Reliance Group Holdings Inc., apparently began hours after Mr. Steinberg announced late Friday in a letter to the Disney board that he was about to begin an offer to acquire up to 49 percent of the company for $67.50 a share, or $1.3 billion.

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Mr. Steinberg also had offered to buy all 37.9 million of Disney's shares, at $72.50 a share, or $2.75 billion, if its directors agreed to the takeover and withdrew its offer to buy Gibson Greetings.

Raymond L. Watson, Disney's chairman, was not available to take inquiries from reporters. In a statement, he said, ''I am confident, with the Reliance situation now behind, the management of Disney will be able to devote its full energy toward realizing shareholder values.''

It was unclear what amount of the Disney payment would go to Mr. Steinberg's allies who took part in last Friday's announced takeover bid. Mr. Steinberg had enlisted the help of Kirk Kerkorian, who owns 50.1 percent of the MGM/UA Entertainment Company, and the Fisher Financial and Development Company, a major commercial real estate concern in Manhattan.

Stephen D. Silbert,a lawyer for Mr. Kerkorian, issued a terse statement on today's transaction. ''Mr. Steinberg called the shots, and he alone made the decision to sell to Disney,'' Mr. Silbert said. He noted that Mr. Kerkorian owns no stock in Disney, Reliance or MM Acquisition, the company created by Mr. Steinberg to acquire Disney. Mr. Kerkorian was to have an option to buy Disney's movie studio and film library, and Fisher Financial the rights to acquire all of Disney's undeveloped property in Florida and California.

'Prepared to Move Forward'

The two parties each agreed to invest $75 million for a 20 percent stake in the Disney takeover. Reliance was to invest an additional $150 million, for 40 percent, with unidentified investors contributing another $75 million. A spokesman with Kekst & Company, a public relations concern that represents Mr. Steinberg, said the New York financier had raised more than $1.5 billion by Friday ''and was prepared to move forward'' with his bid for Disney.

After he was approached by Disney lawyers over the weekend, however, Mr. Steinberg agreed to sell his stake ''late Sunday,'' the spokesman said. As part of the agreement, Reliance agreed to drop its legal attempt to oust Disney's directors and also said it would not purchase any Disney stock for 10 years.

A version of this article appears in print on June 12, 1984, on Page D00001 of the National edition with the headline: STEINBERG SELLS STAKE TO DISNEY. Order Reprints|Today's Paper|Subscribe